Common use of Taxes; Returns Clause in Contracts

Taxes; Returns. Since its incorporation, EFS has continuously been treated for U.S. income tax purposes as an “S Corporation” within the meaning of Section 1361 of the Code. EFS has (i) duly filed all Material Returns in a timely manner, as required to be filed by it (all such Returns being accurate and complete in all Material respects) and has paid all Taxes shown thereon to be due, and (ii) duly paid all Material Taxes required to be paid by it through the date of this Agreement, whether or not shown on a Return, other than Taxes that are being contested in good faith and by appropriate proceedings. All Material Taxes attributable to EFS for all taxable periods ended on or before the Closing Date, to the extent not required to have been previously paid, will be fully and adequately reserved for as a Tax liability on EFS’ financial statements in accordance with GAAP. The amounts recorded as reserves for Tax liability on the Most Recent Balance Sheet are sufficient in the aggregate for the payment by EFS of all unpaid Material Taxes (including any interest or penalties thereon) whether or not disputed or accrued, for all periods ended on or prior to the date of such statement. There are no Liens for Taxes upon the assets of EFS, other than Liens for current Taxes not yet due and payable and Liens for Taxes that are being contested in good faith by appropriate proceedings. Since January 1, 2000, to the Knowledge of EFS, no claim has ever been made by an authority in a jurisdiction where EFS does not file Returns that it may be subject to taxation by that jurisdiction. Since January 1, 2000, to the Knowledge of EFS, (i) there are no claims asserted for deficiencies in Taxes against EFS, (ii) EFS has not given any currently effective waivers extending the statutory period of limitation applicable to any Return for any period or entered into any “closing agreements” as described in Section 7121 of the Code, (iii) EFS does not have in effect any power of attorney or other authorization for anyone to represent it with respect to any Taxes and (iv) EFS has not received written notification of a Tax audit and, to the Knowledge of EFS there are no Tax audits in progress of any Returns of EFS. EFS has provided to Parent or its representatives complete and correct copies of its Returns which have been filed on or subsequent to December 31, 2000, and all examination reports, if any, relating to the audit of such Returns by the IRS or other Tax authority.

Taxes; Returns. Since its incorporationCrown and, EFS with respect to periods during which they were included in any consolidated, combined or unitary return in which Crown has continuously been treated for U.S. income tax purposes as an “S Corporation” within the meaning of Section 1361 of the Code. EFS included, each other corporation which has been so included, has (i) duly filed all Material Returns in a timely manner, including extensions granted for such filing, consistent with applicable laws, as required to be filed by it (all such Returns being accurate and complete in all Material respects) and has paid all Taxes shown thereon to be due, and (ii) duly paid all Material Taxes required to be paid by it any of them through the date of this Agreement, whether or not shown on a Return, other than Taxes that are being contested in good faith and by appropriate proceedingsproceedings or as to which Crown has set aside on its books adequate reserves for Tax liability (as distinguished from reserves for deferred Taxes established to reflect timing differences between book and tax income) in accordance with GAAP. All Material Taxes attributable to EFS for all taxable periods ended on or before the Closing Date, to the extent not required to have been previously paid, will be fully and adequately reserved for as a Tax liability on EFS’ Crown's financial statements in accordance with GAAP. The amounts recorded as reserves for Tax liability on the Most Recent Balance Sheet are sufficient in the aggregate for the payment by EFS Crown of all unpaid Material Taxes (including any interest or penalties thereon) whether or not disputed or accrued, for all periods ended on or prior to the date of such statement. There are no Liens for Taxes upon the assets of EFSCrown or the Crown Subsidiaries, other than Liens for current Taxes not yet due and payable and Liens for Taxes that are being contested in good faith by appropriate proceedings. Since January 1, 20001998, to the Knowledge of EFSCrown, no claim has ever been made by an authority in a jurisdiction where EFS Crown does not file Returns that it or the Crown Subsidiaries is or may be subject to taxation by that jurisdiction. Since January 1, 20001998, to the Knowledge of EFSCrown, (i) there are no claims asserted for deficiencies in Taxes against EFSCrown or the Crown Subsidiaries, (ii) EFS neither Crown nor the Crown Subsidiaries has not given any currently effective waivers extending the statutory period of limitation applicable to any Return for any period or entered into any “"closing agreements” " as described in Section 7121 of the Code, (iii) EFS does not have neither Crown nor the Crown Subsidiaries has in effect any power of attorney or other authorization for anyone to represent it with respect to any Taxes and (iv) EFS neither Crown nor the Crown Subsidiaries has not received written notification of a Tax audit and, to the Knowledge of EFS Crown there are no Tax audits in progress of any Returns of EFSCrown or the Crown Subsidiaries. EFS Neither Crown nor the Crown Subsidiaries has been a party to any Tax allocation agreement or arrangement pursuant to which it has any contingent or outstanding liability for Taxes of anyone other than Crown. Neither Crown nor the Crown Subsidiaries has filed a consent under Section 341(f) of the Code. Crown has provided to Parent or its representatives complete and correct copies of its and the Crown Subsidiaries' Returns which have been filed on or subsequent to December 31, 20001997, and all examination reports, if any, relating to the audit of such Returns by the IRS or other Tax authority. Neither Crown nor the Crown Subsidiaries (i) has agreed to, or is required to, make any adjustments under Section 481(a) of the Code (or any corresponding provision of state, local or foreign Laws) by reason of a change in accounting method or otherwise; (ii) is, was, or will be, at any time during the five-year period ending on the date on which the Effective Time occurs, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code; (iii) has filed or been required to file any reports under Section 999 of the Code; (iv) has failed to disclose on its federal income Tax Returns any positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code; (v) other than the consolidated group of which Crown is now the common parent, has ever been a member of an Affiliated Group filing a consolidated United States federal income Tax Return and has any liability for the Taxes of any other Person other than a Subsidiary under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (vi) is a party to any joint venture, partnership, limited liability company or other arrangement or contract properly treated as a partnership for United States federal income Tax purposes; or (vii) has entered into any gain recognition agreements under Section 367 of the Code and the Treasury Regulations promulgated thereunder. For United States federal income tax purposes: (i) Crown's adjusted tax basis in the Solitario common stock held by Crown as of the date hereof is not less than $8,150,000; and (ii) any gain recognized as a result of Crown's distribution of the Solitario common stock on or before the Closing Date under Section 7.3.5 below will be offset by tax losses of Crown occurring at or prior to the Effective Time and available for such purpose.

Taxes; Returns. Since its incorporation, EFS has continuously been treated for U.S. income tax purposes Except as an “S Corporation” within the meaning of set forth in Section 1361 5.8.1 of the Code. EFS Disclosure Schedule, Razorfish and, with respect to periods during which they were included in any consolidated or combined return in which Razorfish has been included, each other corporation which has been so included, has (i) duly filed all Material Returns in a timely manner, including extensions granted for such filing, consistent with applicable laws, as required to be filed by it (all such Returns being accurate and complete in all Material respects) and has paid all Taxes shown thereon to be due, and (ii) duly paid all Material Taxes required to be paid by it any of them through the date of this Agreementhereof, whether or not shown on a Return, other than Taxes that are being contested in good faith and by appropriate proceedingsproceedings and as to which Razorfish has set aside on its books adequate reserves in accordance with GAAP. All Material Except as set forth in Section 5.8.1 of the Disclosure Schedule, all Taxes attributable to EFS for all taxable periods ended on or before the Closing Date, to the extent not required to have been previously paid, paid will be fully and adequately reserved for as a Tax liability on EFS’ Razorfish's financial statements in accordance with GAAP. The amounts recorded as reserves for Tax liability Taxes on the Most Recent Balance Sheet are sufficient in the aggregate for the payment by EFS Razorfish of all unpaid Material Taxes (including any interest or penalties thereon) whether or not disputed or accrued, for all periods ended on or prior to the date of such statement. There are no Liens for Taxes upon the assets of EFSRazorfish, other than Liens for current Taxes not yet due and payable and Liens for Taxes that are being contested in good faith by appropriate proceedings. Since January 1, 20002001, to the Knowledge of EFSRazorfish, no claim has ever been made by an authority in a jurisdiction where EFS Razorfish does not file Returns that it is or may be subject to taxation by that jurisdiction. Since Except as set forth in Section 5.8.1 of the Disclosure Schedule, the Returns of Razorfish have not been audited by the IRS or other appropriate tax authority. Except as set forth in Section 5.8.1 of the Disclosure Schedule, since January 1, 20002001, to the Knowledge of EFSRazorfish, (i) there are no deficiencies or claims asserted for deficiencies in Taxes against EFSRazorfish in the aggregate amount of $50,000, (ii) EFS Razorfish has not given any currently effective waivers extending the statutory period of limitation applicable to any Return for any period or entered into any “closing agreements” as described in Section 7121 of the Codeperiod, (iii) EFS Razorfish does not have in effect any power of attorney or other authorization for to anyone to represent it with respect to any Taxes and (iv) EFS Razorfish has not received written notification of a Tax audit and, to the Knowledge of EFS Razorfish there are no Tax audits in progress of any Returns of EFSRazorfish. EFS Razorfish is not, and has not been, a party to any tax allocation agreement or arrangement pursuant to which it has any contingent or outstanding liability for Taxes to anyone other than Razorfish. Razorfish has not filed a consent under Section 341(f) of the Code. Razorfish has provided to Parent or its representatives complete and correct copies of its Returns which have been filed on or subsequent to December 31, 2000, 2000 and all examination reports, if any, relating to the audit of such Returns by the IRS or other tax authority. Except as set forth in Section 5.8.1 of the Disclosure Schedule, Razorfish (i) has not agreed to, or is not required to, make any adjustments under Section 481(a) of the Code (or any corresponding provision of state, local or foreign Laws) by reason of a change in accounting method or otherwise; (ii) is not, was not, or will not be at any time during the five-year period ending on the date on which the Effective Time occurs, a "United States real property holding corporation" within the meaning of Section 897(c) of the Code; (iii) has not filed or been required to file any reports under Section 999 of the Code; (iv) has not failed to disclose on its federal income tax returns all positions taken therein that could give rise to a substantial understatement of federal income Tax authoritywithin the meaning of Section 6662 of the Code; (v) other than the consolidated group of which Razorfish is now the common parent, has not ever been a member of an Affiliated Group filing a consolidated federal income tax Return; (vi) is not a party to any joint venture, partnership, limited liability company or other arrangement or contract which should be treated as a partnership for federal income Tax purposes; or (vii) has not entered into any gain recognition agreements under Section 367 of the Code and the Treasury Regulations promulgated thereunder.

Taxes; Returns. Since its incorporation, EFS has continuously been treated for U.S. income tax purposes as an “S Corporation” within the meaning of Section 1361 4.8.1 of the CodeSBI Disclosure Schedule identifies, for the years ended December 31, 2003 and 2002: (i) all material income Tax Returns filed or planned to be filed by or on behalf of SBI or any of the SBI Subsidiaries and (ii) all jurisdictions where SBI and any of the SBI Subsidiaries have filed any other material Tax Returns or paid any other material Taxes, including sales, use, excise, gross receipts, business and occupation, value-added, business privilege or property Taxes. EFS Except as set forth in Section 4.8.1 of the SBI Disclosure Schedule, SBI, each of the SBI Subsidiaries and each other corporation with respect to periods during which it was the common parent of any affiliated, consolidated, unitary or combined group for Tax purposes (“Affiliated Group”) filing a consolidated, unitary or combined Return in which SBI or any of the SBI Subsidiaries was included ( “SBI Tax Affiliate”) has (i) duly filed all Material material Returns in a timely manner, including extensions granted for such filing, consistent with applicable laws, as required to be filed by it (all such Returns being accurate and complete in all Material respects) and has paid all Taxes shown thereon to be due, and (ii) duly paid all Material material Taxes required to be paid by it any of them through the date of this Agreementhereof, whether or not shown on a Return, other than Taxes that are being contested in good faith and by appropriate proceedingsproceedings and as to which SBI has set aside on its books adequate reserves in accordance with GAAP. All Material Taxes attributable to EFS for all taxable periods ended on or before the Closing Date, to the extent not required to have been previously paid, paid will be fully and adequately reserved for as a Tax liability on EFS’ SBI’s financial statements in accordance with GAAP, and SBI will provide to Parent a schedule disclosing the amount and composition of such reserves (the “Tax Reserves Schedule”) along with all material workpapers in connection with the preparation of the Tax Reserves Schedule, no later than ten (10) business days prior to the Closing Date. The amounts recorded as reserves for Tax liability Taxes on the Most Recent Balance Sheet are sufficient in the aggregate for the payment by EFS SBI of all unpaid Material Taxes (including any interest or penalties thereon) whether or not disputed or accrued, for all periods ended on or prior to the date of such statement. There are no Liens for Taxes upon the assets of EFSSBI or any of the SBI Subsidiaries, other than Liens for current Taxes not yet due and payable and Liens for Taxes that are being contested in good faith by appropriate proceedingsproceedings and as to which SBI has set aside on its books adequate reserves in accordance with GAAP. Since January 1, 2000, to Except as set forth in Section 4.8.1 of the Knowledge of EFS, no claim has ever been made by an authority in a jurisdiction where EFS does not file Returns that it may be subject to taxation by that jurisdiction. Since January 1, 2000, to the Knowledge of EFSSBI Disclosure Schedule, (i) there are no claims asserted for deficiencies in Taxes against EFSnone of the Returns of the SBI, any of the SBI Subsidiaries or any SBI Tax Affiliate has been audited by the IRS or other applicable Tax authority, (ii) EFS has not given any currently effective waivers extending no extension or waiver of the statutory limitation period of limitation applicable to any Return for of SBI, any period or entered into any “closing agreements” as described in Section 7121 of the CodeSBI Subsidiaries or any SBI Tax Affiliate is in effect or has been requested, (iii) EFS does not have in effect neither SBI, any of the SBI Subsidiaries nor any SBI Tax Affiliate currently is the beneficiary of any extension of time within which to file any Return, and (iv) no power of attorney that currently is in effect has been granted by SBI, any of the SBI Subsidiaries or other authorization for anyone to represent it any SBI Tax Affiliate with respect to any Taxes and (iv) EFS SBI Tax matter. Except as set forth in Section 4.8.1 of the SBI Disclosure Schedule, none of SBI, the SBI Subsidiaries or any Tax Affiliate has not received written notification of a any audit, assessment, deficiency, action, suit, claim, investigation, examination or other proceeding with respect to Taxes of any of them (“Tax audit Proceedings”) and, to the Knowledge of EFS SBI and the SBI Subsidiaries, there are no Tax audits Proceedings pending, threatened or in progress of any Returns of EFSprogress. EFS SBI has provided to Parent or its representatives complete and correct copies of its all the SBI Subsidiaries’ Returns which that have been filed on or subsequent to December 31, 2000, 2000 and all audit and examination reports, if anyand statements of deficiency assessed against, relating or agreed to by, SBI or any of the SBI Subsidiaries since December 31, 2000. Except as set forth in Section 4.8.1 of the SBI Disclosure Schedule, none of SBI or any of the SBI Subsidiaries (i) has been a member of any affiliated, consolidated, combined or unitary group that filed or was required to file a consolidated, combined or unitary Return (other than a group, the common parent of which is SBI or any of the SBI Subsidiaries), (ii) has liability for the Taxes of any person (other than the SBI and the SBI Subsidiaries) by reason of contract, agreement, assumption, transferee liability, operation of law, Section 1.1502-6 of the Treasury Regulations (or any predecessor or successor thereof or any similar provision of law) or otherwise, (iii) has agreed to or is required to make any adjustments pursuant to Section 481 or Section 263A of the Code or any similar provision of state, local, foreign or other law nor, to the audit Knowledge of SBI or any of the SBI Subsidiaries, has any Tax authority proposed any such adjustments or change in accounting method, or (iv) is a party to any Tax allocation, sharing or similar agreement. To the Knowledge of SBI and the SBI Subsidiaries, no written claim has been made by any Tax authority to SBI, any of the SBI Subsidiaries or any SBI Tax Affiliate that any of them is required to file Returns or may be subject to taxation in any jurisdiction other than those for which Returns have been duly filed by them. None of SBI or any of the IRS SBI Subsidiaries has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Except as set forth in Section 4.8.1 of the SBI Disclosure Schedule, none of SBI or the SBI Subsidiaries directly or indirectly has made any payment or payments, is obligated to make any payment or payments, or is a party to (or a participating employer in) any agreement or plan that could obligate Parent, SBI, or any of the SBI Subsidiaries to directly or indirectly make any payment or payments that would constitute an “excess parachute payment,” as defined in Section 280G of the Code (or any similar provision of state, local, foreign or other law) or that would otherwise not be deductible under Section 162 or Section 404 of the Code. Neither SBI nor any of the SBI Subsidiaries has distributed stock of another person, nor had its stock distributed by another person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code. Since the SBI Most Recent Financial Statements, neither SBI nor any of the SBI Subsidiaries has incurred any liability for any Tax authorityother than in the ordinary course of its business. Except as set forth in Section 4.8.1 of the SBI Disclosure Schedule, neither SBI nor any of the SBI Subsidiaries has entered into a transaction that currently is being accounted for under the installment method of Section 453 of the Code or similar provision of state, local or foreign law, and there is no taxable income of any of SBI or any of the SBI Subsidiaries that will be reportable in the taxable period beginning after the Closing Date that is attributable to a transaction or event that occurred prior to the Closing. Except as set forth in Section 4.8.1 of the SBI Disclosure Schedule, there are no deferred intercompany gains or losses, or intercompany items, or similar amounts that will be required to be recognized or otherwise taken into account by SBI, any of the SBI Subsidiaries or any Affiliate thereof as a result of the transactions contemplated by this Agreement. Except as set forth in Section 4.8.1 of the SBI Disclosure Schedule, none of SBI or any of the SBI Subsidiaries has or has had a permanent establishment in any foreign country, as defined in any applicable Tax treaty or convention between the United States and such foreign country, and none of SBI or any of the SBI Subsidiaries has engaged in a trade or business within, or derived any income from, any foreign country.

Taxes; Returns. Since its incorporation, EFS has continuously been treated for U.S. income tax purposes Except as an “S Corporation” within the meaning of set forth in Section 1361 5.8.1 of the Code. EFS Disclosure Schedule, Razorfish and, with respect to periods during which they were included in any consolidated or combined return in which Razorfish has been included, each other corporation which has been so included, has (i) duly filed all Material Returns in a timely manner, including extensions granted for such filing, consistent with applicable laws, as required to be filed by it (all such Returns being accurate and complete in all Material respects) and has paid all Taxes shown thereon to be due, and (ii) duly paid all Material Taxes required to be paid by it any of them through the date of this Agreementhereof, whether or not shown on a Return, other than Taxes that are being contested in good faith and by appropriate proceedingsproceedings and as to which Razorfish has set aside on its books adequate reserves in accordance with GAAP. All Material Except as set forth in Section 5.8.1 of the Disclosure Schedule, all Taxes attributable to EFS for all taxable periods ended on or before the Closing Date, to the extent not required to have been previously paid, paid will be fully and adequately reserved for as a Tax liability on EFS’ Razorfish's financial statements in accordance with GAAP. The amounts recorded as reserves for Tax liability Taxes on the Most Recent Balance Sheet are sufficient in the aggregate for the payment by EFS Razorfish of all unpaid Material Taxes (including any interest or penalties thereon) whether or not disputed or accrued, for all periods ended on or prior to the date of such statement. There are no Liens for Taxes upon the assets of EFSRazorfish, other than Liens for current Taxes not yet due and payable and Liens for Taxes that are being contested in good faith by appropriate proceedings. Since January 1, 20002001, to the Knowledge of EFSRazorfish, no claim has ever been made by an authority in a jurisdiction where EFS Razorfish does not file Returns that it is or may be subject to taxation by that jurisdiction. Since Except as set forth in Section 5.8.1 of the Disclosure Schedule, the Returns of Razorfish have not been audited by the IRS or other appropriate tax authority. Except as set forth in Section 5.8.1 of the Disclosure Schedule, since January 1, 20002001, to the Knowledge of EFSRazorfish, (i) there are no deficiencies or claims asserted for deficiencies in Taxes against EFSRazorfish in the aggregate amount of $50,000, (ii) EFS Razorfish has not 25 of 57 CUSIP No. 755236 20 5 ----------- given any currently effective waivers extending the statutory period of limitation applicable to any Return for any period or entered into any “closing agreements” as described in Section 7121 of the Codeperiod, (iii) EFS Razorfish does not have in effect any power of attorney or other authorization for to anyone to represent it with respect to any Taxes and (iv) EFS Razorfish has not received written notification of a Tax audit and, to the Knowledge of EFS Razorfish there are no Tax audits in progress of any Returns of EFSRazorfish. EFS Razorfish is not, and has not been, a party to any tax allocation agreement or arrangement pursuant to which it has any contingent or outstanding liability for Taxes to anyone other than Razorfish. Razorfish has not filed a consent under Section 341(f) of the Code. Razorfish has provided to Parent or its representatives complete and correct copies of its Returns which have been filed on or subsequent to December 31, 2000, 2000 and all examination reports, if any, relating to the audit of such Returns by the IRS or other tax authority. Except as set forth in Section 5.8.1 of the Disclosure Schedule, Razorfish (i) has not agreed to, or is not required to, make any adjustments under Section 481(a) of the Code (or any corresponding provision of state, local or foreign Laws) by reason of a change in accounting method or otherwise; (ii) is not, was not, or will not be at any time during the five-year period ending on the date on which the Effective Time occurs, a "United States real property holding corporation" within the meaning of Section 897(c) of the Code; (iii) has not filed or been required to file any reports under Section 999 of the Code; (iv) has not failed to disclose on its federal income tax returns all positions taken therein that could give rise to a substantial understatement of federal income Tax authoritywithin the meaning of Section 6662 of the Code; (v) other than the consolidated group of which Razorfish is now the common parent, has not ever been a member of an Affiliated Group filing a consolidated federal income tax Return; (vi) is not a party to any joint venture, partnership, limited liability company or other arrangement or contract which should be treated as a partnership for federal income Tax purposes; or (vii) has not entered into any gain recognition agreements under Section 367 of the Code and the Treasury Regulations promulgated thereunder.